-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E0aTXE1Y+jCdHB9ZQCy+6UW8ugEEOfp4JSfjh9UhDL94zuqmtpVWv3L+4RQi5WXy 6kuirOC3oEU7gBxW9UEuiQ== 0000950144-03-002507.txt : 20030228 0000950144-03-002507.hdr.sgml : 20030228 20030228165953 ACCESSION NUMBER: 0000950144-03-002507 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030228 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIEDMONT NATURAL GAS CO INC CENTRAL INDEX KEY: 0000078460 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 560556998 STATE OF INCORPORATION: NC FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06196 FILM NUMBER: 03587355 BUSINESS ADDRESS: STREET 1: 1915 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043643120 MAIL ADDRESS: STREET 1: P.O. BOX 33068 CITY: CHARLOTTE STATE: NC ZIP: 28233 8-K 1 g80984e8vk.txt PIEDMONT NATURAL GAS FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2003 -------------------------- Piedmont Natural Gas Company, Inc. ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) North Carolina 1-6196 56-0556998 - ------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 1915 Rexford Road, Charlotte, North Carolina 28211 - ------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (704) 364-3120 ----------------------- - ----------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report.) Page 1 of 2 pages Item 5. Other Events On February 28, 2003, Piedmont Natural Gas Company issued three News Releases to report (1) first quarter results, (2) declaration of dividend and (3) corporate leadership changes and adoption of corporate governance guidelines. Copies of the News Releases are attached as exhibits to this Form 8-K. Item 7. Financial Statements and Exhibits Exhibit No. Description 99.1 News Release - Piedmont Reports First Quarter Results 99.2 News Release - Piedmont Natural Gas Increases Dividend for Twenty-Fifth Consecutive Year 99.3 News Release - Piedmont Natural Gas Announces Corporate Leadership Changes and Corporate Governance Guidelines SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Piedmont Natural Gas Company, Inc. ---------------------------------- (Registrant) By /s/ Barry L. Guy --------------------------------- Barry L. Guy Vice President and Controller (Principal Accounting Officer) Date February 28, 2003 Page 2 of 2 pages EX-99.1 3 g80984exv99w1.txt NEWS RELEASE-PIEDMONT REPORTS 1ST QUARTER RESULTS Exhibit No. 99.1 PRESS RELEASE Date: February 28, 2003 Contact: Stephen Conner or Headen Thomas Telephone: (O) 704/731-4205 (O) 704/731-4438 PIEDMONT REPORTS FIRST QUARTER RESULTS CHARLOTTE, NC - At its Annual Meeting of Shareholders, Charlotte-based Piedmont Natural Gas (NYSE:PNY) announced financial results for its first fiscal quarter ended January 31, 2003. For the quarter, the Company reported net income of $58 million, compared with $41.2 million for the same period last year. Diluted earnings per share were $1.74, compared with $1.26 reported for the previous year period. For the twelve months ended January 31, 2003, net income was $79 million and diluted earnings per share were $2.39. For the prior twelve-month period, net income was $56.4 million and diluted earnings per share were $1.73. Both the first quarter and twelve-month period include $.53 per share relating to a one-time, non-recurring item. The Company performed an analysis of its revenue recognition practices and, after discussions with its independent accountants, has changed the way it records revenues and cost of gas related to volumes delivered but not yet billed. Recording unbilled revenues implements the practice in use by most gas utilities. The effect on earnings for the quarter and for the twelve months ended January 31, 2003 was an increase of $.53 per share. Recording unbilled revenues changes the timing of revenue recognition and will result in increased earnings in the first and fourth quarters and lower earnings in the second and third quarters of fiscal year 2003. It is estimated that the net effect in 2003 will be to increase earnings per share on a one-time, non-recurring basis by $.17. Weather in the Company's service areas during the first quarter was 41% colder than in the prior-year quarter. System throughput increased from 41.6 million dekatherms to 63.6 million dekatherms, including unbilled volumes totaling 11.7 million dekatherms. Operations and maintenance expenses increased primarily due to higher payroll, pension and other employee benefit expenses and to an increase in the provision for uncollectibles due to higher gas costs and colder weather. President and Chief Executive Officer Thomas E. Skains commented, "Our earnings reflect higher sales and transportation deliveries due to continued customer growth that significantly exceeds the national average and weather that was colder than normal and much colder than last year." Income from non-utility activities was $2.5 million, compared with $4.7 million in the first quarter of the prior year. The Company's interest in SouthStar Energy Services LLC, which is primarily engaged in the unregulated retail gas market in Georgia, contributed $697,000 to net income, or $.02 per share, in the first quarter, compared with $3.7 million, or $.11 per share, in the first quarter of the prior year. Two other joint ventures, Pine Needle LNG and Cardinal Pipeline, contributed combined earnings per share of $.02 in the current first quarter, compared with $.03 per share in the first quarter of the prior year. The Company's interest in Heritage Propane benefited from colder weather during the quarter and initiatives to control expenses. "Our non-utility interests in retail natural gas and propane marketing and natural gas storage and transportation continue to positively contribute to earnings," commented Skains. Earnings Guidance for 2003 As stated in November 2002 and again in December 2002, earnings for the fiscal year ending October 31, 2003, continue to be projected to be between $2.05 and $2.15 per diluted share, excluding the $.17 per share effect of the one-time, non-recurring income related to the initial recording of revenues on volumes delivered but not yet billed. The fiscal 2003 guidance, including the non-recurring income, is between $2.22 and $2.32 per diluted share. This earnings guidance includes the positive impact of new customer billing rates in North Carolina and South Carolina effective November 1, 2002, and the estimated dilutive impact of integrating North Carolina Natural Gas (NCNG) into Piedmont during fiscal year 2003. The proposed $425 million purchase of NCNG, a natural gas distribution subsidiary of Progress Energy, and Progress Energy's 50% investment in EasternNC, remains on track and is expected to be accretive to earnings in fiscal year 2004, the first full year following the anticipated mid-year close of the transaction. The acquisition requires approval from the North Carolina Utilities Commission, the Securities and Exchange Commission (SEC) and the Federal Trade Commission under Hart-Scott-Rodino. Forward-Looking Statement This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties, including, but not limited to, regulatory issues, allowed rates of return, rate structures, deregulation, unanticipated impacts of regulatory restructuring, the availability and cost of natural gas, competition in the energy industry, customer growth in our service areas, results of financing efforts, economic and capital market conditions, changes in the availability and price of natural gas, changes in demographic patterns and weather conditions, potential loss of large-volume industrial customers to alternate fuels or to bypass or the shift to competitive contracts, our ability to meet internal performance goals, changes in environmental requirements and cost of compliance, the capital-intensive nature of our business, and risks associated with earnings of our equity investments. We give no assurances that those expectations will be achieved. These statements reflect expectations as of the time they are made and we assume no duty to update these statements should expectations change. More information about the risks and uncertainties relating to these forward-looking statements may be found in Piedmont's SEC filings, which are available on the SEC's website at http://www.sec.gov. Conference Call In conjunction with the first quarter earnings release, you are invited to listen to the conference call that will be broadcast live over the Internet on Monday, March 3, 2003, at 2:30 p.m. Eastern Standard Time, hosted by President and Chief Executive Officer Thomas E. Skains. Simply log on to the web at www.piedmontng.com and click on Investor Relations, then on Presentations. The conference call will be archived on the web site until March 17, 2003. PIEDMONT NATURAL GAS COMPANY SUMMARY OF OPERATIONS (in thousands except per share amounts) THREE MONTHS ENDED JANUARY 31 % INCREASE 2003 2002 (DECREASE) ---- ---- ---------- (Unaudited) Operating Revenues $493,491 $288,757 71% Cost of Gas 331,797 165,555 100% Margin 161,694 123,202 31% Operations and Maintenance Expenses 38,495 33,709 14% Depreciation 15,250 14,096 8% General Taxes 6,380 5,255 21% Utility Income Taxes 35,914 23,537 53% Operating Income 65,655 46,605 41% Other Income (Expense), net 2,677 4,769 (44%) Utility Interest Charges 10,336 10,204 1% Net Income $57,996 $41,170 41% THREE MONTHS ENDED JANUARY 31 % INCREASE 2003 2002 (DECREASE) ---- ---- ---------- (Unaudited) Average Shares of Common Stock: Basic 33,186 32,560 2% Diluted 33,300 32,729 2% Earnings Per Share of Common Stock: Basic $1.75 $1.26 39% Diluted $1.74 $1.26 38% System Throughput - Dekatherms 63,589 41,552 53% Gas Customers Billed in January 736 699 5% System Average Degree Days - Actual 2,153 1,526 41% System Average Degree Days - Normal 1,971 1,975 0% Percent Normal Degree Days 109% 77% 42% TWELVE MONTHS ENDED JANUARY 31 % INCREASE 2003 2002 (DECREASE) ---- ---- ---------- (Unaudited) Operating Revenues $1,036,761 $929,040 12% Cost of Gas 662,476 596,462 11% Margin 374,285 332,578 13% Operations and Maintenance Expenses 138,214 132,567 4% Depreciation 58,746 53,407 10% General Taxes 24,988 23,601 6% Utility Income Taxes 43,276 32,312 34% Operating Income 109,061 90,691 20% Other Income (Expense), net 10,427 4,953 111% Utility Interest Charges 40,445 39,291 3% Net Income $79,043 $56,353 40% Average Shares of Common Stock: Basic 32,921 32,327 2% Diluted 33,079 32,543 2% Earnings Per Share of Common Stock: Basic $2.40 $1.74 38% Diluted $2.39 $1.73 38% System Throughput - Dekatherms 148,165 122,629 21% Gas Customers Billed in January 736 699 5% System Average Degree Days - Actual 3,631 3,058 19% System Average Degree Days - Normal 3,529 3,534 0% Percent Normal Degree Days 103% 87% 18% Other Income includes net income resulting from the Company's investments, at equity, in the following non-utility activities (in thousands): JANUARY 31 2003 2002 ---- ---- THREE MONTHS ENDED (Unaudited) Propane $789 $47 SouthStar Energy Services 697 3,699 Cardinal Pipeline 240 228 Pine Needle LNG 569 602 TWELVE MONTHS ENDED Propane $(240) $(443) SouthStar Energy Services 5,860 886 Cardinal Pipeline 984 1,086 Pine Needle LNG 2,269 2,610 Piedmont Natural Gas is an energy services company primarily engaged in the distribution of natural gas to 740,000 residential, commercial and industrial customers in North Carolina, South Carolina and Tennessee. The Charlotte-based company is the second-largest natural gas utility in the Southeast. Piedmont is also invested in a number of non-utility, energy-related businesses including companies involved in unregulated retail natural gas and propane marketing, and interstate and intrastate natural gas storage and transportation. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com . # # # # # # # # # EX-99.2 4 g80984exv99w2.txt NEWS RELEASE-PIEDMONT NATURAL GAS INCREASES Exhibit 99.2 PRESS RELEASE Date: February 28, 2003 Contact: Stephen D. Conner or Headen Thomas Telephone: (O) 704/731-4205 (O) 704/731-6438 PIEDMONT NATURAL GAS INCREASES DIVIDEND FOR TWENTY-FIFTH CONSECUTIVE YEAR CHARLOTTE, NC - At its regular quarterly meeting held following the Company's Annual Meeting of Shareholders today, the Board of Directors of Piedmont Natural Gas Company declared a quarterly dividend on Common Stock of 41.5 cents per share, a 4% increase over the 40 cents paid the prior quarter. This marks the twenty-fifth consecutive year that the Company has declared a dividend increase. The dividend is payable April 15, 2003 to holders of record at the close of business on March 25, 2003. Piedmont Natural Gas is an energy services company primarily engaged in the distribution of natural gas to 740,000 residential, commercial and industrial customers in North Carolina, South Carolina and Tennessee. The Charlotte-based company is the second-largest natural gas utility in the Southeast. Piedmont is also invested in a number of non-utility, energy-related businesses including companies involved in unregulated retail natural gas and propane marketing, and interstate and intrastate natural gas storage and transportation. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com . * * * * * * * EX-99.3 5 g80984exv99w3.txt NEWS RELEASE-PIEDMONT NATURAL GAS ANNOUNCES Exhibit 99.3 PRESS RELEASE Date: February 28, 2003 Contact: Stephen D. Conner Telephone: (O) 704/731-4205 PIEDMONT NATURAL GAS ANNOUNCES CORPORATE LEADERSHIP CHANGES AND CORPORATE GOVERNANCE GUIDELINES CHARLOTTE, NC -Thomas E. Skains (46) assumed the position of President and Chief Executive Officer of Charlotte-based Piedmont Natural Gas (NYSE:PNY) effective at its Annual Meeting of Shareholders today. Mr. Skains' election was previously announced by the Board of Directors this past December. Mr. Skains held the position of President and Chief Operating Officer since February 2002, and in that capacity has been responsible for the day-to-day operations of the Company. He was elected to the Company's Board of Directors in February 2002. Prior to being named President and COO he held the position of Senior Vice President - Marketing and Supply Services. The Board of Directors also announced that the chairpersons of the Audit Committee, Compensation Committee and the Directors and Corporate Governance Committee will chair future meetings of the Board on a rotating basis. BOARD RETIREMENTS The Board of Directors also announced the retirements of Ware F. Schiefer (65), as Chief Executive Officer, Vice Chairman and as a Board member, John H. Maxheim (68) as Chairman and as a Board member, and Ned R. McWherter (72) as a Board member, all in accordance with retirement policies of the Board. Mr. Schiefer, who joined Piedmont in 1964 as an Industrial Sales Representative, held numerous positions prior to his election to Executive Vice President in 1995, President and COO in 1999, and CEO and Vice Chairman of the Board in February 2000. Mr. Maxheim was elected President of the Company in 1978, CEO in 1980, Chairman in 1984, and retired from day-to-day activities in 2000. In recognition of his more than 20 years of service as CEO, Mr. Maxheim has been awarded the honorary title of Chairman Emeritus. Mr. McWherter, former Governor of the State of Tennessee, has served on the Company's Board since 1995. "Messrs. Schiefer, Maxheim and McWherter have served the shareholders of Piedmont Natural Gas with distinction and leave the company with a strong foundation for future success," commented Thomas E. Skains, President and CEO. "We will miss the wise counsel of these three gentlemen and wish them well in their retirement." With these retirements, the Company's ten-member Board of Directors is comprised of eight outside independent directors, one outside non-independent director who performs legal services for the Company and one inside management director who serves as President and CEO. OFFICER APPOINTMENTS The Board of Directors has elected Robert O. Pritchard (50) to the position of Treasurer. Mr. Pritchard will be responsible for the planning and execution of the Company's financing programs. He will also direct the cash management activities of the Company. Mr. Pritchard has held the position of Director - Corporate Planning since 1995. Mr. Kevin M. O'Hara (44) formerly Vice President - Corporate Planning, has been named Vice President - Business Development and Ventures. Mr. O'Hara will assume new responsibilities solely dedicated to business development and non-utility venture management and administration. Mr. O'Hara serves on the Board of Directors of all of the Company's non-utility, energy-related joint venture investments. Mr. Charles W. Fleenor (52), formerly Vice President - Gas Services, has been named Vice President - Corporate Planning and Rates and will assume the duties previously performed by Mr. O'Hara and Mr. Paul C. Gibson (64), former Vice President - Rates, who retired February 1, 2003 after 35 years of outstanding service to the Company. Mr. Ted C. Coble (59), formerly Vice President, Treasurer, and Assistant Secretary, has assumed additional responsibilities as Chief Risk Officer of the Company, and has been named Vice President, Chief Risk Officer and Assistant Corporate Secretary. Mr. Kim R. Cocklin (51) has joined the Company effective February 3, 2003 as Senior Vice President, General Counsel and Chief Compliance Officer, as previously announced. CORPORATE GOVERNANCE GUIDELINES Piedmont's Board of Directors has adopted corporate governance guidelines, revised charters for all of the committees of the Board and a code of business conduct and ethics. These corporate governance guidelines may be found on the Company's website at www.piedmontng.com. "To demonstrate Piedmont's leadership in the energy industry and its continuing commitment to proper corporate governance and the highest standard of integrity and honesty in the conduct of its business affairs, we have adopted important corporate governance measures and have placed them on our public website for our investors, customers and regulators to see, " commented Thomas E. Skains, President and CEO. "These guidelines not only meet and exceed our legal and regulatory obligations, but reflect good common sense and judgment and are to us merely an extension of the vision, mission and core values to which the Company's Board, executive officers and employees are all committed." ABOUT PIEDMONT NATURAL GAS Piedmont Natural Gas is an energy services company primarily engaged in the distribution of natural gas to 740,000 residential, commercial and industrial customers in North Carolina, South Carolina and Tennessee. The Charlotte-based company is the second-largest natural gas utility in the Southeast. Piedmont is also invested in a number of non-utility, energy-related businesses including companies involved in unregulated retail natural gas and propane marketing, and interstate and intrastate natural gas storage and transportation. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com . * * * * * * * -----END PRIVACY-ENHANCED MESSAGE-----